WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of Earliest Event Reported): July 29, 2008

                                  BLUEFLY, INC.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                   001-14498                 13-3612110
           --------                   ---------                 ----------
(State or Other Jurisdiction   (Commission File Number)      (I.R.S. Employer
      of Incorporation)                                   Identification Number)

                  42 West 39th Street, New York, New York 10018
               (Address of Principal Executive Offices) (Zip Code)

                                 (212) 944-8000
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

      (b). Effective July 29, 2008, Lawrence  Zigerelli  resigned as a member of
the Board of Directors (the "Board") and the Option  Plan/Compensation Committee
(the "Compensation  Committee") of  Bluefly, Inc. (the "Company"). Mr. Zigerelli
had  been  designated to serve on the Board  by  private  funds  associated with
Prentice Capital  Management, LP. ("Prentice")  pursuant to a  Voting  Agreement
among the Company, Prentice, private  funds  associated  with  Maverick Capital,
Ltd. and  affiliates of Soros  Fund  Management LLC  ("Soros"). Prentice has the
right under the Voting  Agreement to  designate a  replacement for Mr. Zigerelli
but has not yet done so.


      Pursuant to the requirements of the Securities  Exchange  Act of 1934, the
Registrant  has duly  caused  this  report to  be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated: August 4, 2008

                                              BLUEFLY, INC.

                                              By: /s/ Kara B. Jenny
                                                Name: Kara B. Jenny
                                                Title: Chief Financial Officer